Plb Signs Letter of Intent to Acquire International GOLD Explorer, Kainantu Resources Limited
PLB CAPITAL CORP.
(TSX-V: PLB.P)
PLB SIGNS LETTER OF INTENT TO ACQUIRE INTERNATIONAL GOLD
EXPLORER, KAINANTU RESOURCES LIMITED
Vancouver, B.C. - April 27, 2020 - PLB Capital Corp. (“PLB” or the “Company”), a capital pool company
pursuant to Policy 2.4 of the TSX Venture Exchange (the “TSX -V”), announces that it has entered into a
binding letter of intent dated April 23, 2020 with Kainantu Resources Limited (“KRL”) whereby PLB will
acquire all of the issued and outstanding securities of KRL by way of a share exchange, amalgamation or
such other form of business combination as the parties may determine.
Upon successful completion of the proposed acquisition of the securities of KRL (the “Transaction”), it is
anticipated that the Company will be listed as a Tier 2 Mining issuer on the TSX -V and will carry on the
business of KRL.
Transaction Summary
Pursuant to the Transaction, the Company will issue common shares in the capital of PLB (“PLB Shares”)
to the holders of common shares in the capital of KRL (“KRL Shares”) on the basis of one PLB Share for
each KRL Share, which is expected to result in the issuance of 40,000,000 PLB Shares.
The Transaction is an arm’s length transaction. Upon the completion of the Transaction, it is expected that
KRL will become a wholly owned subsidiary of the Company (the “Resulting Issuer”).
The Company currently has 4 ,000,000 PLB Shares issued and outstanding, as well as 400,000 stock
options and 160,000 broker warrants to acquire PLB Shares, each exercisable at $0.10 per share.
The Transaction is subject to a number of terms and conditions, including, but not limited to, the parties
entering into a definitive agreement with respect to the Transaction on or before May 31 , 20 20 (such
agreement to include representations, warranties, conditions and covenants typical for a transaction of this
nature), the completion of sa tisfactory due diligence investigations, the completion of a private placement
by KRL of subscription receipts for gross proceeds of a minimum of $1,000,000, as further described below,
and the approval of the TSX -V and other applicable regulatory authorities. All dollar figures referenced
herein, unless otherwise specified, refer to Canadian dollars.
Trading in PLB Shares will remain halted pending th e satisfaction of all applicable requirements of Policy
2.4 of the TSX-V. There can be no assurance that trading of PLB Shares will resume prior to the completion
of the Transaction. Further details concerning the Transaction (including additional financia l and
shareholder information regarding KRL ) and other matters will be announced if and when a definitive
agreement is reached.
Information Concerning KRL
KRL is an international gold exploration company with a focus on gold tenements in the under-explored,
and highly prospective, Kainantu region of Papua New Guinea . More specifically, t he gold tenements
consist of four mineral claims totaling ~535 km². These mineral claims are early stage exploration properties
with limited historical exploration . KRL intends to have completed the work program expenditure
requirement on these properties in accordance with TSX-V Policy.
The team behind KRL are part of a larger private energy consultancy company that are involved in the
construction of various resource projects throughout Papua New Guinea; in addition to having developed
a number of successful gold production assets in South East Asia and the Pacific.
PLB CAPITAL CORP.
(TSX-V: PLB.P)
Management and Board of Directors
Upon completion of the Transaction, it is expected that all the directors and officers of PLB, other than
David Loretto, will resign and be replaced by nominees of KRL. It is also expected that Giuseppe (Pino)
Perone will remain as corporate secretary of the Resulting Issuer. Details regarding the anticipated directors
and officers of the Resulting Issuer will be included in a subsequent release.
Private Placement
Pursuant to the letter of intent , it is a condi tion of the Transaction that KRL will be responsible for the
completion of a private placement (the “Private Placement”) to raise a minimum of $1,000,000 and up to
$3,000,000 at a price of $0. 15 per common share to be completed with the Transaction . The Private
Placement may be completed in KRL or the Resulting Issuer or both, as agreed by the parties. KRL intends
to use the net proceeds of the Private Placement to fund the Transaction, to develop its business an d for
working capital and general corporate purposes.
This release does not constitute an offer to sell and is not a solicitation of an offer to buy any securities in
the United States. The securities of the Company and KRL have not been and will not be registered under
the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities
laws and may not be offered or sold within the United States or to U.S. Persons unless registered under
the U.S. Securities Act and app licable state securities laws unless pursuant to an exemption from such
registration.
Sponsorship
The Transaction is subject to the sponsorship requirements of the TSX -V unless an exemption from those
requirements is granted. The Company intends to apply for an exemption from the sponsorship
requirements; however, there can be no assurance that an exemption will be obtained. If an exemption
from the sponsorship requirements is not obtained, a sponsor will be identified at a later date. An agreement
to act as sponsor in respect of the Transaction should not be construed as any assurance with respect to
the merits of the Transaction or the likelihood of its completion.
Trading Halt
Trading in PLB Shares has been halted as of April 23, 2020 and will remain halted pending the satisfaction
of all applicable requirements pursuant to Policy 2.4 of the TSX-V.
Name Change
Upon completion of the Transaction, the Company intends to change its name to “Kainantu Resources Ltd.”
or such other name as KRL may determine, and the parties expect that the TSX-V will assign a new trading
symbol for the Resulting Issuer.
For further information, please contact:
Giuseppe (Pino) Perone
CEO
PLB Capital Corp.
Phone: 604.609.3350
E-Mail: [email protected]
Neither the TSX-V nor its Regulation Services Provider (as that term is defined in the policies of the TSX -
V) accepts responsibility for the adequacy or accuracy of this release.
PLB CAPITAL CORP.
(TSX-V: PLB.P)
Disclaimer and Forward-Looking Information
Statements contained in this release that are not historical facts are forward-looking statements that involve
various risks and uncertainty affecting the business of PLB. In making the forward-looking statements, PLB
has applied certain assumptions that are based on information available, including PLB’s strategic plan for
the near and mid-term. There can be no assurance that such information will prove to be accurate, as actual
results and future events could dif fer materially from those anticipated in such statements. Accordingly,
readers should not place undue reliance on forward-looking information. PLB does not undertake to update
any forward-looking information, except in accordance with applicable securities laws.
The TSX -V has in no way passed upon the merits of the Transaction and has neither approved nor
disapproved the contents of this news release.
All information contained in this news release relating to KRL was provided by KRL to the Company for
inclusion herein. The Company has not independently verified such information and shall bear no liability
for any misrepresentation contained therein.
Completion of the Transaction is subject to a number of conditions, including but no t limited to, TSX -V
acceptance and if applicable pursuant to TSX -V requirements, majority of the minority shareholder
approval. Where applicable, the Transaction cannot close until the required shareholder approval is
obtained. There can be no assurance that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement
to be prepared in connection with the Transaction, any information released or received with respect to the
Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a
capital pool company should be considered highly speculative.